Common use of Infringement by Seller Clause in Contracts

Infringement by Seller. To Seller's Knowledge, none of the Customer Offerings, or the Exploitation thereof by the Seller or any other activity of the Seller, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. To Seller's Knowledge, none of the Internal Systems, or the Seller's past, current or currently contemplated Exploitation thereof, or any other activity undertaken by them in connection with the Business, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. The Seller has not received any complaint, claim or notice, or, To Seller's Knowledge, threat of any of the foregoing (including any notification that a license under any patent is or may be required), alleging any such infringement, violation or misappropriation and any request or demand for indemnification or defense received by the Seller from any reseller, distributor, customer, user or any other third party; and the Seller has not received any legal opinions, studies, market surveys and analyses relating to any alleged or potential infringement, violation or misappropriation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Suncrest Global Energy Corp)

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Infringement by Seller. To Seller's Knowledge, none (i) None of the Customer Offerings, or the Exploitation thereof by the Seller or by any reseller, distributor, customer or user thereof, or any other activity of the Seller, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. To Seller's Knowledge, none ; (ii) None of the Internal Systems, or the Seller's past, ’s past or current or currently contemplated Exploitation thereof, or any other activity undertaken by them in connection with the Business, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. The Seller has not received Section 2.13(e) of the Disclosure Schedule lists any complaint, claim or notice, or, To Seller's Knowledge, or threat of any of the foregoing (including any notification that a license under any patent is or may be required), received by the Seller alleging any such infringement, violation or misappropriation and any request or demand for indemnification or defense received by the Seller from any reseller, distributor, customer, user or any other third party; and the Seller has not received provided to the Buyer copies of all such complaints, claims, notices, requests, demands or threats, as well as any legal opinions, studies, market surveys and analyses relating to any alleged or potential infringement, violation or misappropriation.

Appears in 1 contract

Samples: Asset Purchase Agreement (World Energy Solutions, Inc.)

Infringement by Seller. To Seller's Knowledge, none None of the Customer Offerings, or the Exploitation thereof by the Seller Sellers or by any reseller, distributor, customer or user thereof, or any other activity of the SellerSellers, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. To Seller's Knowledge, none None of the Internal Systems, or the Seller's Sellers’ past, current or currently contemplated Exploitation thereof, or any other activity undertaken by them in connection with the Business, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. The Seller has not received Section 2.13(e) of the Disclosure Schedule lists any complaint, claim or notice, or, To Seller's Knowledge, or threat of any of the foregoing (including any notification that a license under any patent is or may be required), received by the Sellers alleging any such infringement, violation or misappropriation and any request or demand for indemnification or defense received by the Seller Sellers from any reseller, distributor, customer, user or any other third party; and the Seller has not received Sellers have provided to the Buyer copies of all such complaints, claims, notices, requests, demands or threats, as well as any legal opinions, studies, market surveys and analyses relating to any alleged or potential infringement, violation or misappropriation.

Appears in 1 contract

Samples: Asset Purchase Agreement (WebMD Health Corp.)

Infringement by Seller. To Seller's Knowledge, none None of the Customer Offerings, or the Exploitation thereof by the Seller or by any reseller, distributor, customer or user thereof, or any other activity of the Seller, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. To Seller's Knowledge, none None of the Internal Systems, or the Seller's ’s past, current or currently contemplated Exploitation thereof, or any other activity undertaken by them in connection with the Businesstheir respective businesses, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. The Seller has not received any No complaint, claim or notice, or, To Seller's Knowledge, threat notice of any of the foregoing (including any notification that a license under any patent is or may be required)) has been made, alleging any such infringementor, violation or misappropriation to the knowledge of the Seller, threatened against the Seller, and any no request or demand for indemnification or defense has been received by the Seller from any reseller, distributor, customer, user or any other third party; and the Seller has not received provided to the Buyer copies of all such complaints, claims, notices, requests, demands or threats, as well as any legal opinions, studies, market surveys and analyses relating to any alleged or potential infringement, violation or misappropriation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tier Technologies Inc)

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Infringement by Seller. To Seller's Knowledge, none None of the Customer Offerings, or the Exploitation thereof by the Seller or by any reseller, distributor, customer or user thereof, or any other activity of the Seller, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. To Seller's Knowledge, none None of the Internal Systems, or the Seller's ’s past, current or currently contemplated Exploitation thereof, or any other activity undertaken by them in connection with the Businesstheir respective businesses, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. The Seller has not received Section 3.11(e) of the Disclosure Schedule lists any complaint, claim or notice, or, To Seller's Knowledge, or threat of any of the foregoing (including any notification that a license under any patent is or may be required), received by the Seller alleging any such infringement, violation or misappropriation and any request or demand for indemnification or defense received by the Seller from any reseller, distributor, customer, user or any other third party; and the Seller has not received provided to the Buyer copies of all such complaints, claims, notices, requests, demands or threats, as well as any legal opinions, studies, market surveys and analyses relating to any alleged or potential infringement, violation or misappropriation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Constant Contact, Inc.)

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